Condition and Sufficiency of Acquired Assets. (a) Seller is transferring good and marketable title to all of the Acquired Assets, free and clear of any Liens or other encumbrances, other than Permitted Encumbrances.
Condition and Sufficiency of Acquired Assets. The Acquired Assets, whether owned, licensed or leased, are in good operating condition and repair (normal wear and tear excepted) and are adequate, in each case in all material respects and for the purposes for which they are presently used. The Acquired Assets, together with the services specified in Annex A of the Transition Services Agreement, constitute substantially all of the assets that are used in, held for use in or necessary to the conduct, and are sufficient to permit Splitco and its subsidiaries to conduct, the Business in the manner in which it is currently conducted.
Condition and Sufficiency of Acquired Assets. Except as set forth on Section 3.05 of the Disclosure Letter, the Acquired Assets (i) have been properly and regularly maintained in all material respects, and (ii) include all material assets used by the Seller in the conduct of the Business (other than any Excluded Assets). All of the tangible Acquired Assets are located at the Real Property.
Condition and Sufficiency of Acquired Assets. (a) The Acquired Assets are in good operating condition and are adequate for the uses to which they are being put in connection with the Business, and none of the Acquired Assets are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Condition and Sufficiency of Acquired Assets. (a) Seller has good, marketable and valid title to or valid leasehold interest in, all of the Acquired Assets, in each case free and clear of all Encumbrances except any Permitted Encumbrances.
Condition and Sufficiency of Acquired Assets. All of the Acquired Assets are in good operating condition and repair (normal wear and tear excepted) and are adequate for the uses to which they are being put. The Acquired Assets are sufficient for the conduct of the Company’s Business in substantially the same manner as presently conducted (excepting only the Excluded Assets).
Condition and Sufficiency of Acquired Assets. The Acquired Assets include all interests, rights, properties and other assets necessary for the Buyer to own, operate, manage and maintain the Business in all material respects in the same manner as the Business is owned, operated, managed and maintained by the Sellers. No interests, right, property or asset necessary for the ownership, operation, management or maintenance of the Business in the manner in which the Sellers presently own, operate, manage and maintain the Business is owned by any person or entity other than one of the Sellers.
Condition and Sufficiency of Acquired Assets. (a) Except as set forth on Schedule 4.12(a), any Acquired Assets now owned, leased or otherwise used by Seller or Parent are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put and, except as set forth in such Schedule, none of such Acquired Assets is in need of maintenance or repairs except for routine maintenance and repairs that are in the Ordinary Course of Business.
Condition and Sufficiency of Acquired Assets. The buildings, plants, structures, and equipment included in the Acquired Assets are in good operating condition and repair (ordinary wear and tear excepted) and are adequate for the uses to which they are being employed. Except (i) for the Excluded Assets, (ii) matters to be covered by the Transition Services Agreement and (iii) as set forth on Schedule 4.12, the Acquired Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.
